UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2621, 2025 ~~(November 20, 2025)~~

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41488

82-5089826

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

401 Professional Drive, Suite 260

Gaithersburg, MD 20879

(Address of principal executive offices) (Zip Code)

(240) 430-4212

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock $0.00001 per share		SHPH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 2021, 2025, ~~(the~~Timothy ~~“Closing~~Lorber ~~Date”),~~resigned as Chief Financial Officer of Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) ~~entered~~, ~~into~~effective animmediately. ~~Asset~~In ~~Purchase~~connection ~~Agreement (the “Agreement”)~~ with ~~1563868 B~~Mr.C. ~~Ltd.~~Lorber’s resignation, aMr. ~~Canadian~~Lorber ~~limited corporation~~ and the Company’s ~~wholly~~entered ~~owned~~into ~~subsidiary (“Purchaser”), 1542770 BC Ltd.,~~ a ~~Canadian~~Separation ~~limited corporation (“Seller”)~~Agreement and ~~Zhitian~~Mutual ~~(Andy)~~Release ~~Zhang, an individual residing in Vancouver, Canada~~ (~~“Seller~~the ~~Guarantor~~“Agreement”).

Pursuant to the ~~terms~~Agreement, ~~and~~Mr. ~~conditions~~Lorber will continue to provide part-time services at 50% of ~~the~~his ~~Agreement~~base salary through December 4, ~~the~~2025, ~~Seller~~to ~~sold~~assist with ~~the~~matters ~~Purchaser~~related ~~all~~to the transition of ~~its~~his ~~rights~~job duties, ~~title~~and thereafter shall remain available for reasonable consultation and ~~interest~~inquiries through inFebruary 8, 2026. In consideration for his continued service and transition assistance, Mr. Lorber will receive a retention bonus of $20,000 on November 21, 2025, and an additional $10,000 on December 4, 2025, subject to ~~substantially~~applicable taxes and withholdings. The Agreement ~~all~~further provides that, on February 8, 2026, a total of ~~the~~39,854 ~~assets~~unvested ~~(collectively~~restricted stock units previously granted to Mr. Lober will vest in their entirety, contingent upon his fulfillment of the ~~“Transferred~~transition ~~Assets~~plan. “)Both the Company and ~~liabilities~~Mr. ~~(the~~Lorber ~~“Transferred~~have ~~Liabilities”)~~agreed to a mutual release of claims, subject to certain exclusions as set forth in the ~~Seller~~Agreement. The Agreement also includes customary provisions regarding confidentiality, non-disparagement, cooperation, and the return of Company property.

~~The~~Effective ~~closing~~November of21, ~~the~~2025, ~~transactions~~Christopher ~~contemplated~~Cooper, ~~under~~who currently serves as Interim Chief Executive Officer, assumed the ~~Agreement~~role ~~were~~of ~~consummated~~Chief onFinancial Officer (Principal Financial Officer). Mr. Cooper will serve in this capacity while the ~~Closing~~Company ~~Date~~conducts a search for a permanent Chief Financial Officer.

~~The~~A ~~aggregate~~copy ~~consideration payable by or on behalf~~ of the ~~Purchaser~~Agreement ~~for~~reflecting the ~~sale,~~benefits ~~transfer,~~that ~~and~~Mr. ~~delivery~~Lorber ofwill ~~the Transferred Assets and Transferred Liabilities consists of: (a) a one-time cash contribution of $3~~receive,~~000,000,~~ ~~paid~~including on the ~~Closing~~benefits ~~Date;~~described ~~(ii)~~herein, ais ~~first~~attached ~~installment contribution~~hereto ~~equal~~as toExhibit ~~$3,000,000,~~10.1. ~~payable~~The onabove ~~the~~description ~~6 month anniversary~~ of the ~~Closing~~material ~~Date;~~terms ~~and (iii) a second installment contribution equal to $2,000,000, payable on the one year anniversary~~ of the ~~Closing~~Agreement ~~Date.~~does Innot ~~addition,~~purport ~~Seller~~to ~~has~~be ~~the~~complete ~~contingent~~and ~~right~~is toqualified ~~receive~~in ~~two contributions equal~~its toentirety ~~$1,000,000 each~~ by ~~the~~reference ~~achievement~~to ofsuch ~~the following milestones:~~Exhibit.

	(i)	Extension of Seller’s current AI model and platform to support drug-target interaction to work with current molecule property prediction technology to further speed up the drug discovery process, to the reasonable satisfaction of Purchaser, by the 3 month anniversary of the Closing Date; and
	(ii)	Production of a first version of Agentic AI mode that enables an automatic workflow for drug discovery, as a next-generation AI application that significantly expands the Seller’s platform’s functionality, to the reasonable satisfaction of Purchaser, by the 6 month anniversary of the Closing Date.

Item 9.01. Financial Statements and Exhibits.

Aside from the $3,000,000 cash consideration paid at the Closing, all other consideration payable under the Agreement may be paid by or on behalf of Purchaser in cash, shares of the Company’s common stock, par value $0.00001 per share (“Company Common Stock”), or any combination thereof as elected in the sole discretion of the Seller, provided that (x) the total number of shares of Company Common Stock issuable will not, without first obtaining approval of the Company’s stockholders, exceed 19.99% of the issued and outstanding shares of Company Common Stock as of the Closing Date.

The Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Agreement. The Agreement also contains customary indemnification provisions by the Seller and the Company and the Purchaser in favor of one another.

The foregoing description of the Agreement is qualified by reference to the full text of the Agreement, with confidential portions redacted, as applicable, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of Company Common Stock, if and when issued pursuant to the terms of the Agreement, will not be registered under the Securities Act and will instead be offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder and Rule 903 of Regulation S under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Asset Purchase Agreement, dated as of November 20, 2025, by and among Shuttle Pharmaceuticals Holdings, Inc.,1563868 B.C. Ltd., 1542770 BC Ltd., and Zhitian (Andy) Zhang.
10.1		Separation Agreement and Mutual Release by and between Shuttle Pharmaceuticals Holdings, Inc. and Timothy Lorber, dated November 21, 2025
104		Cover Page Interactive Data File (embedded within the ~~Inline~~inline XBRL document)

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
Dated: November 26, 2025
Dated: November 28, 2025
	By:	/s/ Christopher Cooper
	Name:	Christopher Cooper
	Title:	Interim Chief Executive Officer

Filing Compare · Shuttle Pharmaceuticals Holdings, Inc.